- Certified annual shareholder report for management investment companies (N-CSR)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-21820

Eaton Vance Credit Opportunities Fund

(Exact Name of registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110

(Name and Address of Agent for Services)

(617) 482-8260
(registrant’s Telephone Number)

April 30
Date of Fiscal Year End

April 30, 2009
Date of Reporting Period

TABLE OF CONTENTS


	Item 1. Reports to Stockholders
	Item 2. Code of Ethics
	Item 3. Audit Committee Financial Expert
	Item 4. Principal Accountant Fees and Services (a) —(d)
	Item 5. Audit Committee of Listed registrants
	Item 6. Schedule of Investments
	Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
	Item 8. Portfolio Managers of Closed-End Management Investment Companies
	Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
	Item 10. Submission of Matters to a Vote of Security Holders
	Item 11. Controls and Procedures
	Item 12. Exhibits
Signatures
EX-99.CERT Section 302 Certifications
EX-99.906CERT Section 906 Certification

Item 1. Reports to Stockholders

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:


	•	Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

	•	None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

	•	Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

	•	We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy only applies to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio (if applicable) will file a schedule of its portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Credit Opportunities Fund as of April 30, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

•		Credit markets experienced unprecedented volatility during the year ending April 30, 2009. The subprime crisis of 2007 expanded in 2008 to include nearly all credit instruments, which, in turn, caused the world economy to slip into recession. September 2008 brought a series of events that rattled the financial markets: the government bailouts of Fannie Mae and Freddie Mac, the bankruptcy of Lehman Brothers, the rescue of American International Group, and a litany of unprecedented steps by the U.S. Treasury and the Federal Reserve to stabilize the credit markets. The 12-month period was a rollercoaster for the credit sectors of the bond market, with poor performance in the first eight months offset by a recovery in the final four months. U.S. Treasuries generally benefited from the flight to quality, turning in positive returns. For the year ending April 30, 2009, the total returns for the S&P/LSTA Leveraged Loan Index, the Merrill Lynch U.S. High Yield Index and the Barclays Capital U.S. Intermediate Government Bond Index were -13.43%, -14.69% and 6.65%, respectively.

•		In the high-yield and bank loan markets, there was little doubt that a recession would bring higher default rates, but it was difficult to reconcile trading levels with market fundamentals during November and December of 2008. A range of data and criteria used to monitor creditworthiness suggested that overall credit quality appeared to be in line with previous downturns. High-yield bonds and bank loans traded far below levels consistent with default and recovery expectations, reflecting a full-scale breakdown in the credit markets.

Scott H. Page, CFA

Co-Portfolio Manager

Payson F. Swaffield, CFA

Co-Portfolio Manager

Michael W. Weilheimer, CFA

Co-Portfolio Manager

Andrew N. Sveen, CFA

Co-Portfolio Manager

•

During the final four months of the period, the market for bank loans staged a significant turnaround, and cash was put to work in a sector with no active sellers and a new issue market that remained largely closed. As a result, loan prices jumped. Other positive developments included spread tightening and robust debt issuance in the investment-grade debt market and improvements in short-term financing and other liquidity measures as government stimulus programs began to take hold. The high-yield market also benefited from the narrowing of spreads and a more optimistic outlook. Within the high-yield universe, higher-credit-quality bonds outperformed lower-credit-quality bonds, and shorter-maturity issues outperformed those with longer maturities.

Management Discussion

•

The Fund is a closed-end fund and trades on the New York Stock Exchange under the symbol “EOE.” The Fund’s investment objective is to provide a high level of current income, with a secondary objective of capital appreciation.

Eaton Vance Credit Opportunities Fund
Total Return Performance 4/30/08 – 4/30/09


NYSE Symbol		EOE

At Net Asset Value (NAV) ¹			-51.30	%
At Share Price ¹			-55.62
S&P/LSTA Leveraged Loan Index ²			-13.43

Premium/(Discount) to NAV (4/30/09)			-12.85	%
Total Distributions per common share		$	1.33
Distribution Rate ³	At NAV		13.66	%
	At Share Price		15.67	%

Please refer to page 3 for additional performance information.


¹		Performance results reflect the effects of leverage.

²		It is not possible to invest directly in an Index. The Index’s total return reflects changes in value of the loans constituting the Index and accrual of interest and does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the loans represented in the Index. Unlike the Fund, the Index’s return does not reflect the effect of leverage.

³		The Distribution Rate is based on the Fund’s most recent monthly distribution per share (annualized) divided by the Fund’s NAV or share price at the end of the period. The Fund’s monthly distributions may be comprised of ordinary income, net realized capital gains and return of capital.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or share price (as applicable) with all distributions reinvested. The Fund’s performance at share price will differ from its results at NAV. Although share price performance generally reflects investment results over time, during shorter periods, returns at share price can also be affected by factors such as changing perceptions about the Fund, market conditions, fluctuations in supply and demand for the Fund’s shares, or changes in Fund distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. Absent an expense waiver by the investment adviser, the returns would be lower. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Eaton Vance Credit Opportunities Fund as of April 30, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•		The Fund’s loan investments are very well diversified, with 107 borrowers and no single investment representing more than 2.1% of the total investments. The Fund is also broadly diversified by industry, as none constituted more than 7.2% of total investments as of April 30, 2009. A diversified approach should help the Fund mitigate risk in an increasing default environment. Management can shift allocations among loans and bonds. The Fund remained more heavily weighted toward first and second lien secured loans, which, in management’s view, may fare better in an increasing default environment.

•		As a result of the previously discussed market dislocation, the market value of the Fund’s investments continued to decline significantly during the year ending April 30, 2009, resulting in poor total returns of -55.62% at share price and -51.30% at NAV. The Fund’s total return at NAV trailed the S&P/LSTA Leveraged Loan Index (the Index) ¹ as a result of leverage on the Fund, which accentuated the negative returns during the extreme part of the credit crunch that took place in the latter part of 2008. In addition, the Fund held a higher concentration of second lien bank loans compared to the Index, which detracted from relative performance. During the year, however, the Fund continued to provide a high level of current income.

•		The performance of the Fund’s high-yield bond investments was hurt by a lower allocation in BB-rated bonds relative to the Merrill Lynch U.S. High Yield Index, as BB-rated issues outperformed in the difficult market environment. Additionally, the Fund lost ground as a result of not owning GMAC bonds when the government made GMAC a bank holding company instead of letting it go bankrupt. During the high-yield market’s recovery in 2009, however, the Fund’s emphasis on B-rated bonds benefited performance. These companies made it through the tumultuous environment virtually intact with credit profiles that did not deteriorate to the extent initially expected. The Fund also invested in higher-quality, investment-grade securities as well as in companies that have been able to access the capital markets and issue new securities in the new issue market. Technology, utilities and cable/satellite were among the Fund’s top-performing high-yield bond sectors, all of which outperformed due to strong security selection compared to the Merrill Lynch U.S. High Yield Index. Underweight positions in the paper, banking and automotive sectors detracted from performance within the high-yield portion of the Fund.

•		As of April 30, 2009, the Fund had outstanding leverage of approximately 37.7% of its total assets. The Fund’s leverage consists of Auction Preferred Shares (APS) issued by the Fund. ² Use of leverage creates an opportunity for income, but at the same time creates special risks (including the likelihood of greater volatility of net asset value and market price of common shares).

•		On May 22, 2009, after the end of the reporting period, the Fund redeemed a portion of its APS, representing 763 shares and $19,075,000 in liquidation preferences, to reduce the amount of the Fund’s leverage.


¹		It is not possible to invest directly in an Index. The Index’s total return reflects changes in value of the loans constituting the Index and accrual of interest and does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the loans represented in the Index. Unlike the Fund, the Index’s return does not reflect the effect of leverage.

²		In the event of a rise in long-term interest rates, the value of the Fund’s investment portfolio could decline, which would reduce the asset coverage for its Auction Preferred Shares. APS percentage represents the liquidation value of the Fund’s APS outstanding at 4/30/09 as a percentage of the Fund’s net assets applicable to common shares plus APS.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Fund information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

Eaton Vance Credit Opportunities Fund as of April 30, 2009
FUND PERFORMANCE

Fund Performance ¹


New York Stock Exchange Symbol (NYSE)	EOE

Average Annual Total Returns (by share price, NYSE)
One Year		-55.62	%
Life of Fund (5/31/06)		-26.68

Average Annual Total Returns (at net asset value)
One Year		-51.30	%
Life of Fund (5/31/06)		-23.14


¹		Performance results reflect the effects of leverage.

Portfolio Composition

Top Ten Holdings ²
By total investments


RadNet Management, Inc.	2.0	%
TriMas Corp.	1.9
Infor Enterprise Solutions Holdings	1.8
Murray Energy Corp.	1.4
MultiPlan, Inc. (corporate bond)	1.4
INEOS Group	1.4
Neiman Marcus Group, Inc. (corporate bond)	1.3
Niagara Corp.	1.2
American Media Operations, Inc.	1.2
Panolam Industries Holdings, Inc.	1.2


²		Reflects the Fund’s investments as of 4/30/09. Holdings are shown as a percentage of the Fund’s total investments.

Top Five Industries ³
By total investments


Healthcare	7.2	%
Publishing	7.1
Business Equipment and Services	4.1
Leisure Goods/Activities/Movies	3.7
Industrial Equipment	3.6


³		Reflects the Fund’s investments as of 4/30/09. Industries are shown as a percentage of the Fund’s total investments.

Credit Quality Ratings for
Total Loan Investments ⁴
By total loan investments


Ba	7.3	%
B	26.1
Caa	31.4
Defaulted	15.4
Non-Rated ⁵	19.8


⁴		Credit Quality ratings are those provided by Moody’s Investor Services, Inc., a nationally recognized bond rating service. Reflects the Fund’s total loan investments as of 4/30/09. Although the investment adviser considers ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services. Credit quality can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular security or the issuer’s current financial condition.

⁵		Certain loans in which the Fund invests are not rated by a rating agency. In management’s opinion, such securities are comparable to securities rated by a rating agency in the categories listed above.

Eaton Vance Credit Opportunities Fund as of April 30, 2009

PORTFOLIO OF INVESTMENTS


Senior Floating-Rate Interests — 87.8% ⁽¹⁾

Principal
Amount*		Borrower/Tranche Description	Value



Aerospace and Defense — 1.0%

Avio Holding Spa
EUR	700,000	Term Loan - Second Lien, 5.22%, Maturing June 13, 2015	$	347,314
DAE Aviation Holdings, Inc.
	100,532	Term Loan, 4.39%, Maturing July 31, 2014		59,314
	98,853	Term Loan, 4.79%, Maturing July 31, 2014		58,323


			$	464,951




Air Transport — 0.3%

Delta Air Lines, Inc.
	270,188	Term Loan - Second Lien, 3.74%, Maturing April 30, 2014	$	139,709


			$	139,709




Automotive — 4.6%

Dayco Products, LLC
	988,178	Term Loan - Second Lien, 0.00%, Maturing December 31, 2011 ⁽²⁾	$	22,851
Delphi Corp.
	907,572	DIP Loan, 0.00%, Maturing June 30, 2009 ⁽²⁾		154,287
	92,430	DIP Loan, 10.50%, Maturing June 30, 2009		15,713
Federal-Mogul Corp.
	306,892	Term Loan, 2.43%, Maturing December 27, 2014		175,440
	237,594	Term Loan, 2.39%, Maturing December 27, 2015		135,825
HLI Operating Co., Inc.
EUR	21,818	Term Loan, 9.50%, Maturing May 30, 2014		11,403
EUR	370,618	Term Loan, 9.50%, Maturing May 30, 2014		193,694
Keystone Automotive Operations, Inc.
	189,695	Term Loan, 4.33%, Maturing January 12, 2012		79,198
TriMas Corp.
	281,250	Term Loan, 2.75%, Maturing August 2, 2011		241,172
	1,188,281	Term Loan, 3.09%, Maturing August 2, 2013		1,018,951


			$	2,048,534




Beverage and Tobacco — 1.4%

Culligan International Co.
EUR	1,000,000	Term Loan - Second Lien, 6.25%, Maturing May 31, 2013	$	256,351
Liberator Midco Ltd.
GBP	377,481	Term Loan, 8.85%, Maturing October 27, 2016 ⁽³⁾		370,422


			$	626,773



Building and Development — 4.2%

Hovstone Holdings, LLC
	441,176	Term Loan, 5.50%, Maturing July 1, 2009 ⁽⁴⁾	$	177,485
LNR Property Corp.
	880,000	Term Loan, 4.00%, Maturing July 3, 2011		469,920
Metroflag BP, LLC
	1,000,000	Term Loan - Second Lien, 0.00%, Maturing July 2, 2009 ⁽²⁾		75,000
Panolam Industries Holdings, Inc.
	1,350,698	Term Loan, 5.00%, Maturing September 30, 2012		776,651
Re/Max International, Inc.
	456,309	Term Loan, 8.61%, Maturing December 17, 2012		321,698
Shea Capital I, LLC
	4,299	Term Loan, 4.50%, Maturing October 27, 2011		2,902
United Subcontractors, Inc.
	1,016,033	Term Loan - Second Lien, 11.69%, Maturing June 27, 2013 ⁽³⁾⁽⁴⁾		67,058


			$	1,890,714




Business Equipment and Services — 5.2%

Mitchell International, Inc.
	1,000,000	Term Loan - Second Lien, 6.50%, Maturing March 28, 2015	$	602,500
N.E.W. Holdings I, LLC
	944,361	Term Loan, 3.47%, Maturing May 22, 2014		658,692
Sabre, Inc.
	1,000,000	Term Loan, 3.07%, Maturing September 30, 2014		556,750
Sitel (Client Logic)
	227,665	Term Loan, 6.42%, Maturing January 29, 2014		142,291
TDS Investor Corp.
	89,222	Term Loan, 3.47%, Maturing August 23, 2013		60,200
	444,663	Term Loan, 3.47%, Maturing August 23, 2013		300,024


			$	2,320,457




Cable and Satellite Television — 0.4%

ProSiebenSat.1 Media AG
EUR	336,798	Term Loan, 4.59%, Maturing March 2, 2015	$	72,413
EUR	336,798	Term Loan, 4.84%, Maturing March 2, 2016		72,413
EUR	477,734	Term Loan, 9.21%, Maturing March 2, 2017 ⁽³⁾		24,606
EUR	452,132	Term Loan - Second Lien, 5.96%, Maturing September 2, 2016		27,518


			$	196,950




Chemicals and Plastics — 2.7%

AZ Chem US, Inc.
	500,000	Term Loan - Second Lien, 5.93%, Maturing February 28, 2014	$	275,000

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*		Borrower/Tranche Description	Value


Chemicals and Plastics (continued)


Foamex, L.P.
	750,000	Term Loan - Second Lien, 0.00%, Maturing February 12, 2014 ⁽²⁾	$	28,125
INEOS Group
EUR	74,341	Term Loan, 6.21%, Maturing December 14, 2011		53,688
EUR	420,557	Term Loan, 6.21%, Maturing December 14, 2011		303,723
EUR	74,341	Term Loan, 6.71%, Maturing December 14, 2011		53,688
EUR	420,557	Term Loan, 6.71%, Maturing December 14, 2011		303,723
EUR	500,000	Term Loan - Second Lien, 7.71%, Maturing December 14, 2012		194,330


			$	1,212,277




Conglomerates — 1.6%

Doncasters (Dunde HoldCo 4 Ltd.)
GBP	500,000	Term Loan - Second Lien, 5.48%, Maturing November 15, 2016	$	323,608
RGIS Holdings, LLC
	316,071	Term Loan, 3.45%, Maturing April 30, 2014		236,527
	15,804	Term Loan, 3.72%, Maturing April 30, 2014		11,826
Vertrue, Inc.
	193,465	Term Loan, 4.22%, Maturing August 16, 2014		144,131


			$	716,092




Containers and Glass Products — 1.1%

Consolidated Container Co.
	1,000,000	Term Loan - Second Lien, 5.93%, Maturing September 28, 2014	$	415,000
Tegrant Holding Corp.
	500,000	Term Loan - Second Lien, 6.72%, Maturing March 8, 2015		80,000


			$	495,000




Cosmetics/Toiletries — 1.8%

American Safety Razor Co.
	1,000,000	Term Loan - Second Lien, 6.68%, Maturing July 31, 2014	$	672,500
KIK Custom Products, Inc.
	500,000	Term Loan - Second Lien, 5.44%, Maturing November 30, 2014		114,166


			$	786,666



Drugs — 1.3%

Graceway Pharmaceuticals, LLC
	1,000,000	Term Loan, 6.93%, Maturing May 3, 2013	$	321,667
	1,000,000	Term Loan, 8.68%, Maturing November 3, 2013		250,000


			$	571,667




Ecological Services and Equipment — 2.5%

Cory Environmental Holdings
GBP	500,000	Term Loan - Second Lien, 8.06%, Maturing September 30, 2014	$	462,296
Kemble Water Structure, Ltd.
GBP	500,000	Term Loan - Second Lien, 5.63%, Maturing October 13, 2013		484,487
Synagro Technologies, Inc.
	500,000	Term Loan - Second Lien, 5.21%, Maturing October 2, 2014		187,500


			$	1,134,283




Electronics/Electrical — 3.3%

Aspect Software, Inc.
	1,000,000	Term Loan - Second Lien, 8.31%, Maturing July 11, 2013	$	260,000
Infor Enterprise Solutions Holdings
	264,784	Term Loan, 3.18%, Maturing July 28, 2012		180,053
	336,812	Term Loan, 4.18%, Maturing July 28, 2012		242,505
	645,556	Term Loan, 4.18%, Maturing July 28, 2012		464,800
	366,667	Term Loan - Second Lien, 6.68%, Maturing March 2, 2014		120,083
	633,333	Term Loan - Second Lien, 6.68%, Maturing March 2, 2014		218,500


			$	1,485,941




Farming/Agriculture — 3.2%

BF Bolthouse HoldCo, LLC
	1,000,000	Term Loan - Second Lien, 5.93%, Maturing December 16, 2013	$	715,000
Central Garden & Pet Co.
	911,512	Term Loan, 1.94%, Maturing February 28, 2014		721,234


			$	1,436,234




Financial Intermediaries — 2.4%

Citco III, Ltd.
	476,137	Term Loan, 3.58%, Maturing June 30, 2014	$	264,256
E.A. Viner International Co.
	452,440	Term Loan, 5.72%, Maturing July 31, 2013		282,775

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*		Borrower/Tranche Description	Value


Financial Intermediaries (continued)


RJO Holdings Corp. (RJ O’Brien)
	1,427,322	Term Loan, 3.47%, Maturing July 31, 2014	$	535,246


			$	1,082,277




Food Products — 1.0%

Provimi Group SA
EUR	24,182	Term Loan - Second Lien, 5.22%, Maturing June 28, 2015	$	11,198
	282,126	Term Loan - Second Lien, 4.63%, Maturing December 28, 2016 ⁽⁵⁾		98,744
EUR	697,446	Term Loan - Second Lien, 5.22%, Maturing December 28, 2016 ⁽⁵⁾		322,977


			$	432,919




Food Service — 2.7%

OSI Restaurant Partners, LLC
	71,087	Term Loan, 4.50%, Maturing May 9, 2013	$	50,383
	840,054	Term Loan, 2.75%, Maturing May 9, 2014		595,388
QCE Finance, LLC
	1,000,000	Term Loan - Second Lien, 6.98%, Maturing November 5, 2013		340,000
Selecta
EUR	741,246	Term Loan - Second Lien, 7.04%, Maturing December 28, 2015		232,926


			$	1,218,697




Food/Drug Retailers — 0.5%

General Nutrition Centers, Inc.
	243,933	Term Loan, 3.15%, Maturing September 16, 2013	$	206,733


			$	206,733




Healthcare — 8.1%

Bright Horizons Family Solutions, Inc.
	248,125	Term Loan, 7.50%, Maturing May 15, 2015	$	211,733
Concentra, Inc.
	1,019,275	Term Loan - Second Lien, 7.47%, Maturing June 25, 2015 ⁽³⁾		509,638
Dako EQT Project Delphi
	750,000	Term Loan - Second Lien, 4.96%, Maturing December 12, 2016		281,250
Fenwal, Inc.
	750,000	Term Loan - Second Lien, 6.51%, Maturing August 28, 2014		431,250
Physiotherapy Associates, Inc.
	500,000	Term Loan - Second Lien, 12.00%, Maturing June 27, 2014		125,000
RadNet Management, Inc.
	2,000,000	Term Loan, 10.27%, Maturing November 15, 2013		1,350,000
Viant Holdings, Inc.
	963,922	Term Loan, 3.47%, Maturing June 25, 2014		727,761


			$	3,636,632




Home Furnishings — 2.2%

Hunter Fan Co.
	500,000	Term Loan - Second Lien, 7.20%, Maturing April 16, 2014	$	91,250
National Bedding Co., LLC
	1,500,000	Term Loan - Second Lien, 5.46%, Maturing August 31, 2012		534,000
Oreck Corp.
	973,388	Term Loan, 0.00%, Maturing February 2, 2012 ⁽²⁾⁽⁴⁾		316,351
Simmons Co.
	1,047,019	Term Loan, 8.22%, Maturing February 15, 2012 ⁽³⁾		23,733


			$	965,334




Industrial Equipment — 5.1%

CEVA Group PLC U.S.
	879,079	Term Loan, 3.44%, Maturing January 4, 2014	$	446,133
	105,263	Term Loan, 4.22%, Maturing January 4, 2014		53,421
EPD Holdings (Goodyear Engineering Products)
	1,000,000	Term Loan - Second Lien, 6.22%, Maturing July 13, 2015		178,750
Generac Acquisition Corp.
	1,000,000	Term Loan - Second Lien, 6.50%, Maturing April 7, 2014		298,750
John Maneely Co.
	848,783	Term Loan, 4.11%, Maturing December 8, 2013		616,429
Sequa Corp.
	397,522	Term Loan, 3.74%, Maturing November 30, 2014		252,426
TFS Acquisition Corp.
	975,000	Term Loan, 4.72%, Maturing August 11, 2013		450,937


			$	2,296,846




Insurance — 0.3%

AmWINS Group, Inc.
	500,000	Term Loan - Second Lien, 6.79%, Maturing June 8, 2014	$	127,500


			$	127,500

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*		Borrower/Tranche Description	Value



Leisure Goods/Activities/Movies — 5.2%

AMF Bowling Worldwide, Inc.
	1,000,000	Term Loan - Second Lien, 7.54%, Maturing December 8, 2013	$	150,000
Bombardier Recreational Products
	911,392	Term Loan, 3.95%, Maturing June 28, 2013		464,810
Butterfly Wendel US, Inc.
	239,830	Term Loan, 3.24%, Maturing June 22, 2013		146,596
	239,908	Term Loan, 2.74%, Maturing June 22, 2014		146,644
Deluxe Entertainment Services
	500,000	Term Loan - Second Lien, 7.22%, Maturing November 11, 2013		250,000
Revolution Studios Distribution Co., LLC
	367,807	Term Loan, 4.18%, Maturing December 21, 2014		299,763
	1,000,000	Term Loan - Second Lien, 7.43%, Maturing June 21, 2015		300,000
Southwest Sports Group, LLC
	1,000,000	Term Loan, 5.75%, Maturing December 22, 2010		582,500


			$	2,340,313




Lodging and Casinos — 0.5%

Herbst Gaming, Inc.
	987,437	Term Loan, 0.00%, Maturing December 2, 2011 ⁽²⁾	$	218,882


			$	218,882




Nonferrous Metals/Minerals — 2.2%

Euramax International, Inc.
	1,005,000	Term Loan - Second Lien, 0.00%, Maturing June 28, 2013 ⁽²⁾	$	45,225
Murray Energy Corp.
	1,133,584	Term Loan - Third Lien, 12.94%, Maturing August 9, 2011		940,875


			$	986,100




Oil and Gas — 1.3%

Dresser, Inc.
	1,000,000	Term Loan - Second Lien, 6.99%, Maturing May 4, 2015	$	557,500


			$	557,500




Publishing — 9.1%

American Media Operations, Inc.
	1,457,903	Term Loan, 10.00%, Maturing January 31, 2013	$	806,403
GateHouse Media Operating, Inc.
	728,261	Term Loan, 2.44%, Maturing August 28, 2014		184,146
	271,739	Term Loan, 2.47%, Maturing August 28, 2014		68,711
Hanley-Wood, LLC
	985,712	Term Loan, 2.71%, Maturing March 8, 2014		315,736
Idearc, Inc.
	965,847	Term Loan, 0.00%, Maturing November 17, 2014 ⁽²⁾		380,034
Laureate Education, Inc.
	50,859	Term Loan, 4.34%, Maturing August 17, 2014		37,737
	339,842	Term Loan, 4.34%, Maturing August 17, 2014		252,163
Local Insight Regatta Holdings, Inc.
	480,877	Term Loan, 7.75%, Maturing April 23, 2015		225,411
Mediannuaire Holding
EUR	500,000	Term Loan - Second Lien, 5.91%, Maturing April 10, 2016		146,368
Merrill Communications, LLC
	1,000,000	Term Loan - Second Lien, 7.76%, Maturing November 15, 2013		275,000
Philadelphia Newspapers, LLC
	944,102	Term Loan, 0.00%, Maturing June 29, 2013 ⁽²⁾		232,879
Source Interlink Companies, Inc.
	496,222	Term Loan, 0.00%, Maturing August 1, 2014 ⁽²⁾		198,488
Star Tribune Co. (The)
	246,875	Term Loan, 0.00%, Maturing March 5, 2014 ⁽²⁾		33,740
	750,000	Term Loan - Second Lien, 0.00%, Maturing March 5, 2014 ⁽²⁾		16,969
Tribune Co.
	769,750	Term Loan, 0.00%, Maturing August 17, 2009 ⁽²⁾		224,767
	1,036,888	Term Loan, 0.00%, Maturing May 17, 2014 ⁽²⁾		267,431
Xsys, Inc.
EUR	1,500,000	Term Loan - Second Lien, 7.29%, Maturing September 27, 2015		396,930


			$	4,062,913




Radio and Television — 1.9%

CMP Susquehanna Corp.
	1,000,000	Term Loan, 2.73%, Maturing May 5, 2011 ⁽⁵⁾	$	340,000
NEP II, Inc.
	146,998	Term Loan, 2.69%, Maturing February 16, 2014		125,683
Young Broadcasting, Inc.
	987,212	Term Loan, 4.75%, Maturing November 3, 2012		387,481


			$	853,164




Retailers (Except Food and Drug) — 1.2%

Educate, Inc.
	500,000	Term Loan - Second Lien, 6.47%, Maturing June 14, 2014	$	287,500
Orbitz Worldwide, Inc.
	265,950	Term Loan, 3.97%, Maturing July 25, 2014		97,958

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*		Borrower/Tranche Description	Value


Retailers (Except Food and Drug) (continued)


Oriental Trading Co., Inc.
	750,000	Term Loan - Second Lien, 6.43%, Maturing January 31, 2013	$	162,188


			$	547,646




Steel — 1.9%

Niagara Corp.
	1,476,212	Term Loan, 5.60%, Maturing June 29, 2014	$	830,369


			$	830,369




Surface Transport — 1.5%

Gainey Corp.
	1,400,663	Term Loan, 0.00%, Maturing April 20, 2012 ⁽²⁾	$	159,676
Swift Transportation Co., Inc.
	500,000	Term Loan, 3.45%, Maturing May 10, 2012		280,000
	389,837	Term Loan, 3.81%, Maturing May 10, 2014		239,506


			$	679,182




Telecommunications — 3.5%

BCM Luxembourg, Ltd.
EUR	1,000,000	Term Loan - Second Lien, 5.22%, Maturing March 31, 2016	$	536,957
IPC Systems, Inc.
	1,000,000	Term Loan - Second Lien, 6.50%, Maturing May 31, 2015		196,667
Palm, Inc.
	985,000	Term Loan, 3.94%, Maturing April 24, 2014		627,938
Trilogy International Partners
	500,000	Term Loan, 4.72%, Maturing June 29, 2012		212,500


			$	1,574,062




Utilities — 2.6%

AEI Finance Holding, LLC
	116,022	Term Loan, 3.44%, Maturing March 30, 2012	$	75,415
	817,768	Term Loan, 4.22%, Maturing March 30, 2014		531,549
Electricinvest Holding Co.
GBP	300,000	Term Loan, 5.40%, Maturing December 21, 2012		291,136
EUR	297,885	Term Loan - Second Lien, 5.50%, Maturing December 21, 2012		258,813


			$	1,156,913



Total Senior Floating-Rate Interests
(identified cost $91,770,986)			$	39,300,230




Corporate Bonds & Notes — 23.0%

Principal
Amount
(000’s omitted)		Security	Value



Aerospace and Defense — 0.1%

Alion Science and Technologies Corp.
$	60	10.25%, 2/1/15	$	15,000
Hawker Beechcraft Acquisition
	65	9.75%, 4/1/17		16,250
Vought Aircraft Industries, Inc., Sr. Notes
	45	8.00%, 7/15/11		18,563


			$	49,813




Automotive — 0.1%

Allison Transmission, Inc.
$	70	11.00%, 11/1/15 ⁽⁶⁾	$	42,350
Tenneco, Inc., Sr. Notes
	30	8.125%, 11/15/15		12,150


			$	54,500




Broadcast Radio and Television — 0.3%

Warner Music Group, Sr. Sub. Notes
$	60	7.375%, 4/15/14	$	45,000
XM Satellite Radio Holdings, Inc., Sr. Notes
	125	13.00%, 8/1/13		81,875


			$	126,875




Brokers, Dealers and Investment Houses — 0.1%

Nuveen Investments, Inc., Sr. Notes
$	80	10.50%, 11/15/15 ⁽⁶⁾	$	40,800


			$	40,800




Building and Development — 0.2%

Interline Brands, Inc., Sr. Sub. Notes
$	40	8.125%, 6/15/14	$	38,400
Panolam Industries International, Sr. Sub. Notes
	175	10.75%, 10/1/13 ⁽²⁾		9,625
Texas Industries Inc., Sr. Notes
	75	7.25%, 7/15/13 ⁽⁶⁾		61,313


			$	109,338




Business Equipment and Services — 1.0%

Affinion Group, Inc.
$	35	11.50%, 10/15/15	$	25,375

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount
(000’s omitted)		Security	Value


Business Equipment and Services (continued)


MediMedia USA, Inc., Sr. Sub. Notes
$	100	11.375%, 11/15/14 ⁽⁶⁾	$	65,500
Rental Service Corp.
	140	9.50%, 12/1/14		90,650
Ticketmaster, Sr. Notes
	110	10.75%, 7/28/16 ⁽⁶⁾		75,625
Travelport, LLC
	25	9.875%, 9/1/14		12,375
West Corp.
	190	9.50%, 10/15/14		165,775


			$	435,300




Cable and Satellite Television — 0.3%

Cablevision Systems Corp., Sr. Notes, Series B
$	30	8.00%, 4/15/12	$	30,000
MCC Iowa LLC, Sr. Notes
	75	8.50%, 10/15/15		70,875
National Cable PLC
	20	8.75%, 4/15/14		19,900


			$	120,775




Chemicals and Plastics — 0.1%

INEOS Group Holdings PLC, Sr. Sub. Notes
$	155	8.50%, 2/15/16 ⁽⁶⁾	$	24,025
Reichhold Industries, Inc., Sr. Notes
	225	9.00%, 8/15/14 ⁽⁶⁾		41,625


			$	65,650




Clothing/Textiles — 1.3%

Oxford Industries, Inc., Sr. Notes
$	635	8.875%, 6/1/11	$	530,225
Perry Ellis International, Inc., Sr. Sub. Notes
	105	8.875%, 9/15/13		71,925


			$	602,150




Conglomerates — 0.2%

RBS Global & Rexnord Corp.
$	70	11.75%, 8/1/16	$	42,350
	75	8.875%, 9/1/16		53,625


			$	95,975



Containers and Glass Products — 0.4%

Intertape Polymer US, Inc., Sr. Sub. Notes
$	20	8.50%, 8/1/14	$	8,200
Pliant Corp.
	243	11.625%, 6/15/09 ⁽²⁾⁽³⁾		87,278
Smurfit-Stone Container Enterprises, Inc., Sr. Notes
	190	8.00%, 3/15/17 ⁽²⁾		41,800
Solo Cup Co.
	15	8.50%, 2/15/14		12,675
Stone Container Corp., Sr. Notes
	30	8.375%, 7/1/12 ⁽²⁾		6,450


			$	156,403




Ecological Services and Equipment — 0.0%

Waste Services, Inc., Sr. Sub. Notes
$	25	9.50%, 4/15/14	$	21,875


			$	21,875




Electronics/ Electrical — 0.2%

Advanced Micro Devices, Inc., Sr. Notes
$	135	7.75%, 11/1/12	$	77,625


			$	77,625




Equipment Leasing — 0.4%

Hertz Corp.
$	130	8.875%, 1/1/14	$	101,400
	80	10.50%, 1/1/16		57,200


			$	158,600




Financial Intermediaries — 0.2%

General Motors Acceptance Corp., Variable Rate
$	75	2.488%, 5/15/09	$	74,156


			$	74,156




Food Products — 0.0%

ASG Consolidated, LLC/ASG Finance, Inc., Sr. Disc. Notes
$	10	11.50%, 11/1/11	$	8,600


			$	8,600




Food Service — 0.2%

Aramark Services, Inc.
$	55	8.50%, 2/1/15	$	52,800

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount
(000’s omitted)		Security	Value


Food Service (continued)


El Pollo Loco, Inc.
$	55	11.75%, 11/15/13	$	42,625


			$	95,425




Food/Drug Retailers — 0.9%

General Nutrition Center, Sr. Notes, Variable Rate
$	335	6.404%, 3/15/14 ⁽³⁾	$	256,275
General Nutrition Center, Sr. Sub. Notes
	180	10.75%, 3/15/15		144,000


			$	400,275




Forest Products — 1.0%

Jefferson Smurfit Corp., Sr. Notes
$	50	8.25%, 10/1/12 ⁽²⁾	$	10,750
	30	7.50%, 6/1/13 ⁽²⁾		5,850
NewPage Corp.
	720	10.00%, 5/1/12		342,000
	185	12.00%, 5/1/13		50,875
Verso Paper Holdings, LLC/Verso Paper, Inc.
	130	11.375%, 8/1/16		31,200


			$	440,675




Healthcare — 2.7%

Accellent, Inc.
$	45	10.50%, 12/1/13	$	34,200
AMR HoldCo, Inc./EmCare HoldCo, Inc., Sr. Sub. Notes
	15	10.00%, 2/15/15		15,300
DJO Finance, LLC/DJO Finance Corp.
	115	10.875%, 11/15/14		88,550
MultiPlan, Inc., Sr. Sub. Notes
	1,035	10.375%, 4/15/16 ⁽⁶⁾		915,975
National Mentor Holdings, Inc.
	135	11.25%, 7/1/14		119,475
US Oncology, Inc.
	30	9.00%, 8/15/12		29,700


			$	1,203,200




Industrial Equipment — 0.2%

ESCO Corp., Sr. Notes
$	65	8.625%, 12/15/13 ⁽⁶⁾	$	52,975
ESCO Corp., Sr. Notes, Variable Rate
	65	5.195%, 12/15/13 ⁽⁶⁾		43,875


			$	96,850



Insurance — 0.3%

Alliant Holdings I, Inc.
$	70	11.00%, 5/1/15 ⁽⁶⁾	$	48,650
Hub International Holdings, Inc.
	75	9.00%, 12/15/14 ⁽⁶⁾		52,500
U.S.I. Holdings Corp., Sr. Notes, Variable Rate
	60	5.113%, 11/15/14 ⁽⁶⁾		29,100


			$	130,250




Leisure Goods/Activities/Movies — 0.3%

Bombardier, Inc.
$	65	8.00%, 11/15/14 ⁽⁶⁾	$	57,200
Royal Caribbean Cruises, Sr. Notes
	55	7.00%, 6/15/13		42,900
	20	6.875%, 12/1/13		15,000
	15	7.25%, 6/15/16		10,050
	30	7.25%, 3/15/18		19,200


			$	144,350




Lodging and Casinos — 3.7%

Buffalo Thunder Development Authority
$	220	9.375%, 12/15/14 ⁽⁶⁾	$	24,200
CCM Merger, Inc.
	95	8.00%, 8/1/13 ⁽⁶⁾		42,750
Fontainebleau Las Vegas Casino, LLC
	310	11.00%, 6/15/15 ⁽⁶⁾		12,400
Host Hotels and Resorts, LP, Sr. Notes
	145	6.75%, 6/1/16		127,238
Indianapolis Downs, LLC & Capital Corp., Sr. Notes
	105	11.00%, 11/1/12 ⁽⁶⁾		59,325
Inn of the Mountain Gods, Sr. Notes
	40	12.00%, 11/15/10		8,600
MGM Mirage, Inc.
	15	7.50%, 6/1/16		8,475
Mohegan Tribal Gaming Authority, Sr. Sub. Notes
	55	8.00%, 4/1/12		36,025
	110	7.125%, 8/15/14		67,650
	1,125	6.875%, 2/15/15		570,937
Pinnacle Entertainment, Inc., Sr. Sub. Notes
	10	8.25%, 3/15/12		9,800
	95	7.50%, 6/15/15		79,325
Pokagon Gaming Authority, Sr. Notes
	56	10.375%, 6/15/14 ⁽⁶⁾		52,080
Scientific Games Corp.
	30	7.875%, 6/15/16 ⁽⁶⁾		27,450

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount
(000’s omitted)		Security	Value


Lodging and Casinos (continued)


Seminole Hard Rock Entertainment, Variable Rate
$	80	3.82%, 3/15/14 ⁽⁶⁾	$	53,200
Tunica-Biloxi Gaming Authority, Sr. Notes
	160	9.00%, 11/15/15 ⁽⁶⁾		138,400
Waterford Gaming, LLC, Sr. Notes
	190	8.625%, 9/15/14 ⁽⁶⁾		152,409
Wynn Las Vegas, LLC
	230	6.625%, 12/1/14		195,500


			$	1,665,764




Nonferrous Metals/Minerals — 0.7%

FMG Finance PTY, Ltd.
$	345	10.625%, 9/1/16 ⁽⁶⁾	$	303,600


			$	303,600




Oil and Gas — 2.3%

Allis-Chalmers Energy, Inc., Sr. Notes
$	810	9.00%, 1/15/14	$	405,000
Cimarex Energy Co., Sr. Notes
	55	7.125%, 5/1/17		48,950
Clayton Williams Energy, Inc.
	40	7.75%, 8/1/13		27,600
Compton Pet Finance Corp.
	90	7.625%, 12/1/13		34,875
Denbury Resources, Inc., Sr. Sub. Notes
	25	7.50%, 12/15/15		23,625
Forbes Energy Services, Sr. Notes
	170	11.00%, 2/15/15		117,300
OPTI Canada, Inc., Sr. Notes
	65	7.875%, 12/15/14		35,262
	75	8.25%, 12/15/14		41,625
Petroleum Development Corp., Sr. Notes
	65	12.00%, 2/15/18		44,200
Quicksilver Resources, Inc.
	160	7.125%, 4/1/16		100,800
SemGroup, L.P., Sr. Notes
	145	8.75%, 11/15/15 ⁽²⁾⁽⁶⁾		5,438
SESI, LLC, Sr. Notes
	30	6.875%, 6/1/14		26,400
Stewart & Stevenson, LLC, Sr. Notes
	180	10.00%, 7/15/14		136,800


			$	1,047,875



Publishing — 1.5%

Dex Media West/Finance, Series B
$	45	9.875%, 8/15/13 ⁽²⁾	$	12,937
Harland Clarke Holdings
	20	9.50%, 5/15/15		12,100
Laureate Education, Inc.
	50	10.00%, 8/15/15 ⁽⁶⁾		37,750
	477	10.25%, 8/15/15 ⁽³⁾⁽⁶⁾		299,474
Local Insight Regatta Holdings, Inc.
	60	11.00%, 12/1/17		14,700
Nielsen Finance, LLC
	285	10.00%, 8/1/14		269,325
	35	12.50%, (0.00% until 2011), 8/1/16		19,425
Reader’s Digest Association, Inc. (The), Sr. Sub. Notes
	205	9.00%, 2/15/17		12,556


			$	678,267




Rail Industries — 0.1%

American Railcar Industry, Sr. Notes
$	80	7.50%, 3/1/14	$	62,800


			$	62,800




Retailers (Except Food and Drug) — 2.8%

Amscan Holdings, Inc., Sr. Sub. Notes
$	225	8.75%, 5/1/14	$	181,125
Neiman Marcus Group, Inc.
	927	9.00%, 10/15/15		514,518
	585	10.375%, 10/15/15		324,675
Yankee Acquisition Corp., Series B
	347	8.50%, 2/15/15		246,370


			$	1,266,688




Steel — 0.3%

RathGibson, Inc., Sr. Notes
$	10	11.25%, 2/15/14	$	2,500
Steel Dynamics, Inc., Sr. Notes
	140	7.375%, 11/1/12		125,650


			$	128,150




Surface Transport — 0.2%

CEVA Group, PLC, Sr. Notes
$	135	10.00%, 9/1/14 ⁽⁶⁾	$	67,500


			$	67,500

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount
(000’s omitted)		Security	Value



Telecommunications — 0.7%

Digicel Group, Ltd., Sr. Notes
$	110	9.25%, 9/1/12 ⁽⁶⁾	$	103,950
	30	9.125%, 1/15/15 ⁽⁶⁾		20,550
Nortel Networks, Ltd.
	65	10.75%, 7/15/16 ⁽²⁾		17,550
	205	10.75%, 7/15/16 ⁽²⁾⁽⁶⁾		55,350
Windstream Corp., Sr. Notes
	95	8.125%, 8/1/13		95,000
	30	8.625%, 8/1/16		30,000


			$	322,400




Utilities — 0.1%

AES Corp.
$	35	8.00%, 10/15/17	$	32,200
Edison Mission Energy, Sr. Notes
	15	7.50%, 6/15/13		12,825
Reliant Energy, Inc., Sr. Notes
	10	7.625%, 6/15/14		9,075


			$	54,100



Total Corporate Bonds & Notes
(identified cost $16,365,276)			$	10,306,604




Asset-Backed Securities — 0.1%

Principal
Amount
(000’s omitted)		Security	Value


$	2,000	Comstock Funding Ltd., Series 2006-1A, Class D, 5.511%, 5/30/20 ⁽⁶⁾⁽⁷⁾	$	40,000



Total Asset-Backed Securities
(identified cost $1,446,064)			$	40,000




Preferred Stocks — 0.1%

Units		Security	Value



Lodging and Casinos — 0.1%

	210	Fontainebleau Resorts LLC ^(3)(4)(8)	$	19,910



Total Preferred Stocks
(identified cost $210,460)			$	19,910




Miscellaneous — 0.0%

Shares		Security	Value



Cable and Satellite Television — 0.0%

	300,000	Adelphia, Inc., Escrow Certificate ⁽⁹⁾	$	5,625
	290,298	Adelphia Recovery Trust ⁽⁹⁾		3,629



Total Miscellaneous
(identified cost $299,250)			$	9,254




Short-Term Investments — 38.3%

Interest/
Principal Amount
(000’s Omitted)		Description	Value


$	15,403	Cash Management Portfolio, 0.13% ⁽¹⁰⁾	$	15,403,369
	1,730	State Street Bank and Trust Euro Time Deposit, 0.01%, 5/1/09		1,729,876



Total Short-Term Investments
(identified cost $17,133,245)			$	17,133,245



Total Investments — 149.3%
(identified cost $127,225,281)			$	66,809,243




Less Unfunded Loan Commitments — (1.4)%			$	(652,407	)



Net Investments — 147.9%
(identified cost $126,572,874)			$	66,156,836



Other Assets, Less Liabilities — 12.6%			$	5,672,872



Auction Preferred Shares Plus Cumulative Unpaid Dividends — (60.5)%			$	(27,084,595	)



Net Assets Applicable to Common Shares — 100.0%			$	44,745,113

Industry and sector classifications included in the Portfolio of Investments are unaudited.

DIP - Debtor in Possession

SPA - Standby Bond Purchase Agreement

EUR - Euro

GBP - British Pound Sterling

* In U.S. dollars unless otherwise indicated.

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

PORTFOLIO OF INVESTMENTS CONT’D


(1)		Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base rates are primarily the London-Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.

(2)		Defaulted security. Currently the issuer is in default with respect to interest payments.

(3)		Represents a payment-in-kind security which may pay all or a portion of interest/dividends in additional par/shares.

(4)		Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

(5)		Unfunded or partially unfunded loan commitments. See Note 1G for description.

(6)		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2009, the aggregate value of these securities is $3,047,339 or 6.8% of the Fund’s net assets applicable to common shares.

(7)		Variable rate security. The stated interest rate represents the rate in effect at April 30, 2009.

(8)		Restricted security. See Note 8.

(9)		Non-income producing security.

(10)		Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of April 30, 2009.

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of April 30, 2009

Assets

Unaffiliated investments, at value (identified cost, $111,169,505)	$	50,753,467
Affiliated investment, at value (identified cost, $15,403,369)		15,403,369
Foreign currency, at value (identified cost, $1,379,433)		1,377,910
Receivable for investments sold		3,498,212
Interest and dividends receivable		1,322,612
Interest receivable from affiliated investment		583
Receivable for closed interest rate floors		115,365
Prepaid expenses		14,750


Total assets	$	72,486,268





Liabilities

Due to custodian	$	435,083
Payable for investments purchased		21,604
Payable for open forward foreign currency exchange contracts		48,234
Payable to affiliates:
Investment adviser fee		27,162
Trustees’ fees		311
Accrued expenses		124,166


Total liabilities	$	656,560


Auction preferred shares (1,083 shares outstanding) at liquidation value plus cumulative unpaid dividends	$	27,084,595


Net assets applicable to common shares	$	44,745,113





Sources of Net Assets

Common shares, $0.01 par value, unlimited number of shares authorized, 7,274,487 shares issued and outstanding	$	72,745
Additional paid-in capital		148,082,965
Accumulated net realized loss		(39,791,473	)
Accumulated distributions in excess of net investment income		(3,209,790	)
Net unrealized depreciation		(60,409,334	)


Net assets applicable to common shares	$	44,745,113





Net Asset Value Per Common Share

($44,745,113 ¸ 7,274,487 common shares issued and outstanding)	$	6.15

Statement of Operations


For the Year Ended
April 30, 2009

Investment Income

Interest	$	13,764,113
Dividends		82,242
Interest income allocated from affiliated investment		57,749
Expenses allocated from affiliated investment		(18,424	)


Total investment income	$	13,885,680




Expenses

Investment adviser fee	$	946,153
Trustees’ fees and expenses		2,540
Custodian fee		119,346
Transfer and dividend disbursing agent fees		21,752
Legal and accounting services		172,966
Printing and postage		69,760
Interest expense and fees		1,529,166
Preferred shares service fee		70,153
Miscellaneous		99,676


Total expenses	$	3,031,512


Deduct —
Reduction of investment adviser fee	$	257,051
Reduction of custodian fee		116


Total expense reductions	$	257,167



Net expenses	$	2,774,345



Net investment income	$	11,111,335




Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(30,863,220	)
Interest rate floors		63,958
Foreign currency and forward foreign currency exchange contract transactions		4,456,386
Extinguishment of debt		(433,400	)


Net realized loss	$	(26,776,276	)


Change in unrealized appreciation (depreciation) —
Investments	$	(36,272,969	)
Interest rate floors		(974,403	)
Foreign currency and forward foreign currency exchange contracts		(123,284	)


Net change in unrealized appreciation (depreciation)	$	(37,370,656	)



Net realized and unrealized loss	$	(64,146,932	)



Distributions to preferred shareholders


From net investment income	$	(873,750	)



Net decrease in net assets from operations	$	(53,909,347	)

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	April 30, 2009			April 30, 2008

From operations —
Net investment income	$	11,111,335		$	18,401,520
Net realized loss from investment transactions, interest rate floors, foreign currency and forward foreign currency exchange contract transactions, and extinguishment of debt		(26,776,276	)		(3,632,196	)
Net change in unrealized appreciation (depreciation) from investments, interest rate floors, and foreign currency and forward foreign currency exchange contracts		(37,370,656	)		(28,515,367	)
Distributions to preferred shareholders — From net investment income		(873,750	)		(4,288,579	)


Net decrease in net assets from operations	$	(53,909,347	)	$	(18,034,622	)


Distributions to common shareholders —
From net investment income	$	(9,065,595	)	$	(14,300,086	)
Tax return of capital		(591,173	)		—


Total distributions to common shareholders	$	(9,656,768	)	$	(14,300,086	)


Capital share transactions —
Reinvestment of distributions to common shareholders	$	121,930		$	1,518,607


Net increase in net assets from capital share transactions	$	121,930		$	1,518,607


Net decrease in net assets	$	(63,444,185	)	$	(30,816,101	)





Net Assets Applicable to Common Shares

At beginning of year	$	108,189,298		$	139,005,399


At end of year	$	44,745,113		$	108,189,298





Accumulated distributions in excess of net investment income included in net assets applicable to common shares

At end of year	$	(3,209,790	)	$	(889,183	)

Statement of Cash Flows


Cash Flows From	Year Ended
Operating Activities	April 30, 2009

Net decrease in net assets from operations	$	(53,909,347	)
Distributions to preferred shareholders		873,750


Net decrease in net assets from operations excluding distributions to preferred shareholders		(53,035,597	)
Adjustments to reconcile net decrease in net assets from operations to net cash provided by (used in) operating activities:
Investments purchased		(25,065,007	)
Investments sold and principal repayments		90,959,246
Increase in short-term investments, net		(13,392,169	)
Net accretion/amortization of premium (discount)		(645,680	)
Amortization of structuring fees on notes payable		103,603
Decrease in interest receivable and dividends		1,515,577
Decrease in interest receivable from affiliated investment		10,360
Decrease in payable for investments purchased		(283,258	)
Increase in receivable for investments sold		(3,452,131	)
Decrease in receivable for closed interest rate floors		1,056,934
Decrease in receivable for open forward foreign currency contracts		118,140
Decrease in prepaid expenses		38,410
Decrease in payable to affiliate for investment adviser fee		(58,752	)
Increase in payable for open forward foreign currency contracts		48,234
Decrease in payable to affiliate for Trustees’ fees		(1,481	)
Decrease in unfunded loan commitments		(1,259,318	)
Decrease in accrued expenses		(42,041	)
Net realized loss on extinguishment of debt		433,400
Net change in unrealized (appreciation) depreciation on investments		36,272,969
Net realized (gain) loss on investments		30,863,220


Net cash provided by operating activities	$	64,184,659





Cash Flows From Financing Activities

Cash distributions paid to common shareholders, net of reinvestments	$	(9,534,838	)
Liquidation of auction preferred shares		(54,175,000	)
Distributions to preferred shareholders		(922,599	)
Proceeds from notes payable		54,175,000
Repayment of notes payable		(54,175,000	)
Increase in due to custodian		435,083


Net cash used in financing activities	$	(64,197,354	)



Net decrease in cash	$	(12,695	)



Cash at beginning of period ⁽¹⁾	$	1,390,605



Cash at end of period ⁽¹⁾	$	1,377,910





Supplemental disclosure of cash flow information:

Reinvestment of dividends and distributions	$	121,930
Cash paid for interest and fees on borrowings		1,425,563

⁽¹⁾ Balance includes foreign currencies, at value.

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

Selected data for a common share outstanding during the periods stated


	Year Ended April 30,
							Period Ended
	2009			2008			April 30, 2007 ⁽¹⁾

Net asset value — Beginning of period (Common shares)	$	14.910		$	19.380		$	19.100	⁽²⁾




Income (loss) from operations

Net investment income ⁽³⁾	$	1.530		$	2.548		$	2.057
Net realized and unrealized gain (loss)		(8.840	)		(4.444	)		0.449
Distributions to preferred shareholders
From net investment income ⁽³⁾		(0.120	)		(0.594	)		(0.435	)


Total income (loss) from operations	$	(7.430	)	$	(2.490	)	$	2.071




Less distributions to common shareholders

From net investment income	$	(1.249	)	$	(1.980	)	$	(1.598	)
Tax return of capital		(0.081	)		—			—


Total distributions to common shareholders	$	(1.330	)	$	(1.980	)	$	(1.598	)



Preferred and common shares offering costs charged to paid-in capital ⁽³⁾	$	—		$	—		$	(0.078	)



Preferred shares underwriting discounts ⁽³⁾	$	—		$	—		$	(0.115	)



Net asset value — End of period (Common shares)	$	6.150		$	14.910		$	19.380



Market Value — End of period (Common shares)	$	5.360		$	14.250		$	20.920



Total Investment Return on Net Asset Value ⁽⁴⁾		(51.30	)%		(13.57	)%		10.23	% ^(5)(12)



Total Investment Return on Market Value ⁽⁴⁾		(55.62	)%		(23.42	)%		18.99	% ^(5)(12)

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

Selected data for a common share outstanding during the periods stated


	Year Ended April 30,
							Period Ended
	2009			2008			April 30, 2007 ⁽¹⁾



Ratios/Supplemental Data

Net assets applicable to common shares, end of period (000’s omitted)	$	44,745		$	108,189		$	139,005
Ratios (as a percentage of average daily net assets applicable to common shares): ⁽⁶⁾
Expenses before custodian fee reduction excluding interest and fees ⁽⁷⁾		1.75	%		1.57	%		1.40	% ⁽⁸⁾
Interest and fee expense ⁽⁹⁾		2.11	%		—			—
Total expenses		3.86	%		1.57	%		1.40	% ⁽⁸⁾
Net investment income		15.35	%		14.69	%		11.72	% ⁽⁸⁾
Portfolio Turnover		21	%		56	%		68	% ⁽¹²⁾


The ratios reported above are based on net assets applicable solely to common shares. The ratios based on net assets, including amounts related to preferred shares, are as follows:
Ratios (As a percentage of average daily net assets applicable to common shares and preferred shares): ⁽⁶⁾
Expenses before custodian fee reduction excluding interest and fees ⁽⁷⁾		1.27	%		0.95	%		0.88	% ⁽⁸⁾
Interest and fee expense ⁽⁹⁾		1.54	%		—			—
Total expenses		2.81	%		0.95	%		0.88	% ⁽⁸⁾
Net investment income		11.17	%		8.91	%		7.32	% ⁽⁸⁾


Senior Securities:
Total preferred shares outstanding		1,083			3,250			3,250
Asset coverage per preferred share ⁽¹⁰⁾	$	66,325		$	58,307		$	67,786
Involuntary liquidation preference per preferred share ⁽¹¹⁾	$	25,000		$	25,000		$	25,000
Approximate market value per preferred share ⁽¹¹⁾	$	25,000		$	25,000		$	25,000


(1)		For the period from the start of business, May 30, 2006, to April 30, 2007.

(2)		Net asset value at beginning of period reflects the deduction of the sales load of $0.90 per share paid by the shareholder from the $20.00 offering price.

(3)		Computed using average common shares outstanding.

(4)		Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested.

(5)		Total investment return on net asset value is calculated assuming a purchase at the offering price of $20.00 less the sales load of $0.90 per share paid by the shareholder on the first day and a sale at the net asset value on the last day of the period reported. Total investment return on market value is calculated assuming a purchase at the offering price of $20.00 less the sales load of $0.90 per share paid by the shareholder on the first day and a sale at the current market price on the last day of the period reported with all distributions reinvested.

(6)		Ratios do not reflect the effect of dividend payments to preferred shareholders.

(7)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(8)		Annualized.

(9)		Interest and fee expense relates to the notes payable incurred to partially redeem the Fund’s APS (see Note 11).

(10)		Calculated by subtracting the Fund’s total liabilities (not including the preferred shares) from the Fund’s total assets, and dividing the result by the number of preferred shares outstanding.

(11)		Plus accumulated and unpaid dividends.

(12)		Not annualized.

See notes to financial statements

Eaton Vance Credit Opportunities Fund as of April 30, 2009

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Eaton Vance Credit Opportunities Fund (the Fund) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Fund’s primary investment objective is to provide a high level of current income. The Fund, as a secondary objective, also seeks capital appreciation.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from an independent pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Fund based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Fund. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Fund. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

Debt obligations, including listed securities and securities for which quotations are readily available, will normally be valued on the basis of reported trades or market quotations provided by independent pricing services, when in the services’ judgment, these prices are representative of the securities’ market values. For debt securities where market quotations are not readily available, the pricing services will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Equity securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by an independent pricing service. Forward foreign currency exchange contracts are generally valued using forward exchange rates supplied by a pricing vendor. Interest rate swaps and floors are normally valued using valuations provided by pricing vendors. Such vendor valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap quotations provided by electronic data services or by broker/dealers. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The independent service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that most fairly reflects the security’s value, or the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each

Eaton Vance Credit Opportunities Fund as of April 30, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies, quotations or relevant information obtained from broker-dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Fund may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a pricing service.

B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.

D Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At April 30, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $29,535,416 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on April 30, 2016 ($833,774) and April 30, 2017 ($28,701,642).

Additionally, at April 30, 2009, the Fund had a net currency loss of $3,182,743 and a net capital loss of $10,128,221 attributable to foreign currency and security transactions, respectively, incurred after October 31, 2008. These losses are treated as arising on the first day of the Fund’s taxable year ending April 30, 2010.

As of April 30, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed since the start of business on May 30, 2006 to April 30, 2009 remains subject to examination by the Internal Revenue Service.

E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

F Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

G Unfunded Loan Commitments — The Fund may enter into certain credit agreements all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower’s discretion. The commitments are disclosed in the accompanying Portfolio of Investments.

H Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

Eaton Vance Credit Opportunities Fund as of April 30, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

I Indemnifications — Under the Fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Fund. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

J Forward Foreign Currency Exchange Contracts — The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Fund may enter into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed or offset by another contract with the same broker for the same settlement date and currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

K Interest Rate Floors — The Fund may enter into interest rate floors to enhance return or to hedge against fluctuations in interest rates. Interest rate floors are similar to interest rate swaps, except that one party agrees to pay a fee, while the other party agrees to make payments to the extent that interest rates fall below a specified rate or “floor”. Transaction fees paid by the Fund are recognized as assets and amortized over the life of the interest rate floor. Changes in the value of the interest rate floor are recognized as unrealized gains and losses.

L Statement of Cash Flows — The cash amount shown in the Statement of Cash Flows of the Fund is the amount included in the Fund’s Statement of Assets and Liabilities and represents the cash on hand at its custodian and does not include any short-term investments.

2 Auction Preferred Shares

The Fund issued Auction Preferred Shares (APS) on August 11, 2006 in a public offering. The underwriting discount and other offering costs incurred in connection with the offering were recorded as a reduction of the paid-in capital of the common shares. Dividends on the APS, which accrue daily, are cumulative at rates which are reset every seven days by an auction, unless a special dividend period has been set. If the APS auctions do not successfully clear, the dividend payment rate over the next period for the APS holders is set at a specified maximum applicable rate until such time as the APS auctions are successful. Auctions have not cleared since February 13, 2008 and the rate since that date has been the maximum applicable rate (see Note 3). The maximum applicable rate on the APS is the greater of 1) 150% of LIBOR on the date of the auction or 2) LIBOR on the date of the auction plus 1.50%.

During the year ended April 30, 2009, the Fund made a partial redemption of its APS at a liquidation price of $25,000 per share, the financing for which was provided by a committed financing arrangement (see Note 11). The number of APS redeemed and redemption amount (excluding the final dividend payment) during the year ended April 30, 2009 and the number of APS issued and outstanding as of April 30, 2009 are as follows:


APS Redeemed
During the	Redemption		APS Issued and
Period	Amount		Outstanding

2,167	$	54,175,000		1,083

The APS are redeemable at the option of the Fund at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, on any dividend payment date. The APS are also subject to mandatory redemption at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, if the Fund is in default for an extended period on its asset maintenance requirements with respect to the APS. If the dividends on the APS remain unpaid in an amount equal to two full years’ dividends, the holders of the APS as a class have the right to elect a majority of the Board of Trustees. In general, the holders of the APS and the common shares have equal voting rights of one vote per share, except that the holders of the APS, as a separate class, have the right to elect at least two members of the Board of Trustees. The APS have a liquidation preference of $25,000 per share, plus accumulated and unpaid dividends. The Fund is required to maintain certain asset coverage with respect to the APS as defined in the Fund’s By-Laws and the 1940 Act. The Fund pays an annual fee equivalent to 0.15% (0.25% prior to March 2009) of the liquidation value of the APS to broker-dealers as a service fee if the auctions are unsuccessful; otherwise, the annual fee is 0.25%.

3 Distributions to Shareholders

The Fund intends to make monthly distributions of net investment income to common shareholders, after payment of any dividends on any outstanding APS. In addition, at least annually, the Fund intends to distribute

Eaton Vance Credit Opportunities Fund as of April 30, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

all or substantially all of its net realized capital gains, (reduced by available capital loss carryforwards from prior years, if any). Distributions to common shareholders are recorded on the ex-dividend date. Distributions to preferred shareholders are recorded daily and are payable at the end of each dividend period. The dividend rate for the APS at April 30, 2009 was 1.83%. For the year ended April 30, 2009, the amount of dividends paid (including capital gains, if any) to APS shareholders was $873,750, representing an average APS dividend rate of 3.23% and dividend rate ranges of 1.74% to 7.15%.

Beginning February 13, 2008 and consistent with the patterns in the broader market for auction-rate securities, the Fund’s APS auctions were unsuccessful in clearing due to an imbalance of sell orders over bids to buy the APS. As a result, the dividend rates of the APS were reset to the maximum applicable rate. The rate above reflects such maximum dividend rate as of April 30, 2009.

The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended April 30, 2009 and April 30, 2008 was as follows:


	Year Ended April 30,
	2009		2008


Distributions declared from:
Ordinary income	$	9,939,345	$	18,588,665
Return of capital		591,173		—

During the year ended April 30, 2009, accumulated net realized loss was increased by $6,329,905, accumulated undistributed net investment income was decreased by $3,492,597, and paid-in capital was increased by $9,822,502 due to differences between book and tax accounting, primarily for mixed straddles, interest rate floor contracts, premium amortization and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of April 30, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Capital loss carryforward and post October losses	$	(42,846,380	)
Net unrealized depreciation	$	(60,564,217	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to premium amortization, defaulted bond interest, foreign currency losses and investments in partnerships.

4 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.75% of the Fund’s average daily gross assets and is payable monthly. Gross assets as referred to herein represent net assets plus obligations attributable to investment leverage. The portion of the adviser fee payable by Cash Management on the Fund’s investment of cash therein is credited against the Fund’s adviser fee. For the year ended April 30, 2009, the Fund’s adviser fee totaled $964,060 of which $17,907 was allocated from Cash Management and $946,153 was paid or accrued directly by the Fund. EVM also serves as administrator of the Fund, but receives no compensation.

In addition, EVM has contractually agreed to reimburse the Fund for fees and other expenses at an annual rate of 0.20% of the Fund’s average daily gross assets during the first five full years of the Fund’s operations, 0.15% of the Trust’s average daily gross assets in year six, 0.10% in year seven and 0.05% in year eight. Pursuant to this agreement, EVM waived $257,051 of its adviser fee for the year ended April 30, 2009.

EVM has further agreed to waive its adviser fee to the extent that the cost of the committed financing to partially redeem the APS is greater than the dividends and preferred shares service fee that would have been incurred had the APS not been redeemed, hereafter referred to as “incremental cost”. Such waiver was calculated as the lesser of 50% of the Fund’s adviser fee on assets attributable to the committed financing or the incremental cost and remained in effect until the committed financing was terminated (see Note 11). Pursuant to this agreement, no such waiver was required for the year ended April 30, 2009.

Except for Trustees of the Fund who are not members of EVM’s organization, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended April 30, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

Eaton Vance Credit Opportunities Fund as of April 30, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

5 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and principal repayments on Senior Loans, aggregated $25,065,007 and $90,959,246, respectively, for the year ended April 30, 2009.

6 Common Shares of Beneficial Interest

Common shares issued pursuant to the Fund’s dividend reinvestment plan for the years ended April 30, 2009 and April 30, 2008 were 17,348 and 85,480, respectively.

7 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at April 30, 2009, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	126,727,765


Gross unrealized appreciation	$	635,270
Gross unrealized depreciation		(61,206,199	)


Net unrealized depreciation	$	(60,570,929	)

8 Restricted Securities

At April 30, 2009, the Fund owned the following securities (representing less than 0.1% of net assets applicable to common shares) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Fund has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

Date of

Description

Acquisition

Units

Cost

Value

Preferred Stock

Fontainebleau Resorts LLC

6/1/07

210

210,460

19,910

Total Restricted Securities

210,460

19,910

9 Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at April 30, 2009 is as follows:


Forward Foreign Currency Exchange Contracts

Sales

			Net Unrealized
Settlement Date	Deliver	In Exchange For	Depreciation

5/29/09	British Pound Sterling 1,293,419	United States Dollar 1,897,057	$	(16,310	)
5/29/09	Euro 2,716,663	United States Dollar 3,562,197		(31,924	)


			$	(48,234	)

At April 30, 2009, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

10 Overdraft Advances

Pursuant to the custodian agreement, SSBT may, in its discretion, advance funds to the Fund to make properly authorized payments. When such payments result in an overdraft, the Fund is obligated to repay SSBT at the current rate of interest charged by SSBT for secured loans (currently, a rate above the Federal Funds rate). This obligation is payable on demand to SSBT. SSBT has a lien on the Fund’s assets to the extent of any overdraft. At April 30, 2009, the Fund had payments due to SSBT pursuant to the foregoing arrangement of $435,083.

11 Revolving Credit and Security Agreement

Effective April 11, 2008, the Fund entered into a Revolving Credit and Security Agreement, as amended (the Agreement) with conduit lenders and a bank to borrow up to an initial limit of $54,175,000 for a period of five years, the proceeds of which were used to partially redeem the Fund’s APS (see Note 2). The Agreement provided for a renewable 364-day backstop financing arrangement, which ensured that alternate financing would continue to be available to the Fund should the conduits be unable to place their commercial paper. Interest was charged at a rate above the conduits’ commercial paper issuance rate. Under the terms of the Agreement, the Fund paid a monthly program fee of 1.25% per annum (0.60% per annum prior to October 31, 2008) on its outstanding borrowings to administer the facility and a monthly liquidity fee of 1.25% per annum (0.40% per annum prior to October 31, 2008) on the borrowing limit under the Agreement. The Fund also paid a structuring fee of $541,750, which was being amortized to interest expense over a period of five years. The

Eaton Vance Credit Opportunities Fund as of April 30, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Agreement was terminated by the Fund on March 31, 2009. Unamortized structuring fees on the termination date of the Agreement of $433,400 were written off as a realized loss. For the period from May 2, 2008, the date of the initial draw on the Agreement, through March 31, 2009, the average borrowings under the Agreement and the average interest rate (annualized) were $30,601,418 and 3.05%, respectively.

12 Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

13 Concentration of Credit Risk

The Fund invests primarily in below investment grade floating-rate loans and floating-rate debt obligations, which are considered speculative because of the credit risk of their issuers. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and principal owed than issuers of investment grade bonds. An economic downturn generally leads to a higher non-payment rate, and a loan or other debt obligation may lose significant value before a default occurs. Lower rated investments also may be subject to greater price volatility than higher rated investments. Moreover, the specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan’s value.

14 Fair Value Measurements

The Fund adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, effective May 1, 2008. FAS 157 established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.


	•	Level 1 – quoted prices in active markets for identical investments

	•	Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

	•	Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At April 30, 2009, the inputs used in valuing the Fund’s investments, which are carried at value, were as follows:


		Investments in		Other Financial
	Valuation Inputs	Securities		Instruments*

Level 1	Quoted Prices	$	15,403,369	$	—
Level 2	Other Significant Observable Inputs		50,172,663		(48,234	)
Level 3	Significant Unobservable Inputs		580,804		—


Total		$	66,156,836	$	(48,234	)


*		Other financial instruments are forward foreign currency exchange contracts not reflected in the Portfolio of Investments, which are valued at the unrealized appreciation (depreciation) on the instrument.

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:


	Investments in
	Securities

Balance as of April 30, 2008	$	1,105,998
Realized gains (losses)		147
Change in net unrealized appreciation (depreciation)		(935,697	)
Net purchases (sales)		26,486
Accrued discount (premium)		13,635
Net transfer to (from) Level 3		370,235


Balance as of April 30, 2009	$	580,804


Change in net unrealized appreciation (depreciation) on investments still held as of April 30, 2009*	$	(935,697	)


*		Amount is included in the related amount on investments in the Statement of Operations.

Eaton Vance Credit Opportunities Fund as of April 30, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

15 Recently Issued Accounting Pronouncement

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”. FAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.

16 Subsequent Events

On May 22, 2009, the Fund redeemed an additional 763 shares of its outstanding APS at a liquidation price of $25,000 per share.

In June 2009, the Trustees of the Fund approved an Agreement and Plan of Reorganization (the Agreement) whereby Eaton Vance Limited Duration Income Fund (the Acquiring Fund) would acquire substantially all the assets and assume substantially all the liabilities of the Fund in exchange for common shares of the Acquiring Fund and cash consideration equal to the aggregate liquidation value of the Fund’s APS. The proposed reorganization is subject to approval by the shareholders of the Fund.

Eaton Vance Credit Opportunities Fund as of April 30, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders of
Eaton Vance Credit Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Credit Opportunities Fund (the “Fund”), including the portfolio of investments, as of April 30, 2009, and the related statement of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the two years in the period then ended, and the period from the start of business, May 30, 2006 to April 30, 2007. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of April 30, 2009, by correspondence with the custodian, brokers and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Credit Opportunities Fund as of April 30, 2009, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the two years in the period then ended, and the period from the start of business, May 30, 2006 to April 30, 2007, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 18, 2009

Eaton Vance Credit Opportunities Fund as of April 30, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Fund designates $82,242, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2009 ordinary income dividends, 0.83% qualifies for the corporate dividends received deduction.

Eaton Vance Credit Opportunities Fund as of April 30, 2009

ANNUAL MEETING OF SHAREHOLDERS (Unaudited)

The Fund held its Annual Meeting of Shareholders on February 27, 2009. The following action was taken by the shareholders:

Item 1: The election of Helen Frame Peters, Lynn A. Stout and Ralph F. Verni (APS) as Class III Trustees of the Fund for a three-year term expiring in 2012.


	Number of Shares
Nominee for Trustee
Elected by All Shareholders	For		Withheld


Helen Frame Peters		5,663,610		174,383
Lynn A. Stout		5,659,249		178,744
Ralph F. Verni (APS)		957		13

Eaton Vance Credit Opportunities Fund

DIVIDEND REINVESTMENT PLAN

The Fund offers a dividend reinvestment plan (the Plan) pursuant to which shareholders automatically have dividends and capital gains distributions reinvested in common shares (the Shares) of the Fund unless they elect otherwise through their investment dealer. On the distribution payment date, if the net asset value per Share is equal to or less than the market price per Share plus estimated brokerage commissions then new Shares will be issued. The number of Shares shall be determined by the greater of the net asset value per Share or 95% of the market price. Otherwise, Shares generally will be purchased on the open market by the Plan Agent. Distributions subject to income tax (if any) are taxable whether or not shares are reinvested.

If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you will need to request that your shares be re-registered in your name with the Fund’s transfer agent, American Stock Transfer & Trust Company, or you will not be able to participate.

The Plan Agent’s service fee for handling distributions will be paid by the Fund. Each participant will be charged their pro rata share of brokerage commissions on all open-market purchases.

Plan participants may withdraw from the Plan at any time by writing to the Plan Agent at the address noted on the following page. If you withdraw, you will receive shares in your name for all Shares credited to your account under the Plan. If a participant elects by written notice to the Plan Agent to have the Plan Agent sell part or all of his or her Shares and remit the proceeds, the Plan Agent is authorized to deduct a $5.00 fee plus brokerage commissions from the proceeds.

If you wish to participate in the Plan and your shares are held in your own name, you may complete the form on the following page and deliver it to the Plan Agent.

Any inquiries regarding the Plan can be directed to the Plan Agent, American Stock Transfer & Trust Company, at 1-866-439-6787.

Eaton Vance Credit Opportunities Fund

APPLICATION FOR PARTICIPATION IN DIVIDEND REINVESTMENT PLAN

This form is for shareholders who hold their common shares in their own names. If your common shares are held in the name of a brokerage firm, bank, or other nominee, you should contact your nominee to see if it will participate in the Plan on your behalf. If you wish to participate in the Plan, but your brokerage firm, bank, or nominee is unable to participate on your behalf, you should request that your common shares be re-registered in your own name which will enable your participation in the Plan.

The following authorization and appointment is given with the understanding that I may terminate it at any time by terminating my participation in the Plan as provided in the terms and conditions of the Plan.

Please print exact name on account:

Shareholder signature Date

Please sign exactly as your common shares are registered. All persons whose names appear on the share certificate must sign.

YOU SHOULD NOT RETURN THIS FORM IF YOU WISH TO RECEIVE YOUR DISTRIBUTIONS IN CASH. THIS IS NOT A PROXY.

This authorization form, when signed, should be mailed to the following address:

Eaton Vance Credit Opportunities Fund

c/o American Stock Transfer & Trust Company
P.O. Box 922

Wall Street Station

New York, NY 10269-0560

Number of Employees

The Fund is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company and has no employees.

Number of Shareholders

As of April 30, 2009, our records indicate that there are 21 registered shareholders and approximately 4,947 shareholders owning the Fund shares in street name, such as through brokers, banks, and financial intermediaries.

If you are a street name shareholder and wish to receive our reports directly, which contain important information about the Fund, please write or call:

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

1-800-262-1122

New York Stock Exchange symbol

The New York Stock Exchange symbol is EOE.

Eaton Vance Credit Opportunities Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF INVESTMENT ADVISORY AGREEMENT

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;
	•	Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s proxy voting policies and procedures;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Credit Opportunities Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF INVESTMENT ADVISORY AGREEMENT CONT’D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement between Eaton Vance Credit Opportunities Fund (the “Fund”) and Eaton Vance Management (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. In particular, the Board evaluated the abilities and experience of such investment personnel in analyzing special considerations relevant to investing in senior secured floating-rate loans. Specifically, the Board noted the experience of the Adviser’s large group of bank loan investment professionals and other personnel who provide services to the Fund, including portfolio managers and analysts. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the

Eaton Vance Credit Opportunities Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF INVESTMENT ADVISORY AGREEMENT CONT’D

availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls. In addition, the Board considered the Adviser’s actions with respect to the Auction Preferred Shares (“APS”) issued by the Fund, including the Adviser’s efforts to seek alternative forms of debt and other leverage that may over time reduce financing costs associated with APS and enable the Fund to restore liquidity for APS holders.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-year period ended September 30, 2008 for the Fund. In light of the Fund’s relatively brief operating history, the Board concluded that additional time was required to evaluate longer term performance of the Fund.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized with and without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board also considered the fact that the Fund is not continuously offered and concluded that, in light of the level of the adviser’s profits with respect to the Fund, the implementation of breakpoints in the advisory fee schedule is not appropriate at this time. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund.

Eaton Vance Credit Opportunities Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Credit Opportunities Fund (the Fund) are responsible for the overall management and supervision of the Fund’s affairs. The Trustees and officers of the Fund are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Fund hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Fund, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a direct, wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

Term of

Number of Portfolios

Position(s)

Office and

in Fund Complex

Name and

with the

Length of

Principal Occupation(s)

Overseen By

Date of Birth

Fund

Service

During Past Five Years

Trustee ⁽¹⁾

Other Directorships Held

Interested Trustees

Thomas E. Faust Jr.
5/31/58

Class I
Trustee and Vice
President

Until 2010.
3 years. Trustee
since 2007 and
Vice President
since 2005.

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or Officer of 175 registered investment companies and 4 private companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Fund.

175

Director of EVC

Noninterested Trustees

Benjamin C. Esty ^(A) 1/2/63

Class I
Trustee

Until 2010. 3 years. Since 2005.

Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration.

175

None

Allen R. Freedman
4/3/40

Class I
Trustee

Until 2010. 3 years. Since 2007.

Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).

175

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)

William H. Park
9/19/47

Class II
Trustee

Until 2011. 3 years. Since 2005.

Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).

175

None

Ronald A. Pearlman
7/10/40

Class II
Trustee

Until 2011. 3 years. Since 2005.

Professor of Law, Georgetown University Law Center.

175

None

Helen Frame Peters
3/22/48

Class III
Trustee

Until 2012. 3 years. Since 2008.

Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).

175

Director of Federal Home Loan Bank of Boston (a bank for banks) and BJ’s Wholesale Clubs (wholesale club retailer); Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds)

Heidi L. Steiger
7/8/53

Class II
Trustee

Until 2011. 3 years. Since 2007.

Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).

175

Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider) and Aviva USA (insurance provider)

Lynn A. Stout
9/14/57

Class III
Trustee

Until 2012. 3 years. Since 2005.

Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.

175

None

Eaton Vance Credit Opportunities Fund

MANAGEMENT AND ORGANIZATION CONT’D

Term of

Number of Portfolios

Position(s)

Office and

in Fund Complex

Name and

with the

Length of

Principal Occupation(s)

Overseen By

Date of Birth

Fund

Service

During Past Five Years

Trustee ⁽¹⁾

Other Directorships Held

Noninterested Trustees (continued)

Ralph F. Verni ^(A) 1/26/43

Chairman of
the Board
and Class III
Trustee

Chairman of the Board since 2007. Trustee until 2012. 3 years. Trustee since 2005.

Consultant and private investor.

175

None

Principal Officers who are not Trustees


		Term of
		Office and
Name and	Position(s) with	Length of	Principal Occupation(s)
Date of Birth	the Fund	Service	During Past Five Years



Payson F. Swaffield 8/13/56	President	Since 2007	Chief Income Investment Officer of EVC. Vice President of EVM and BMR. Officer of 5 registered investment companies managed by EVM or BMR.

Scott H. Page 11/30/59	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 11 registered investment companies managed by EVM or BMR.

Andrew N. Sveen 3/13/61	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 5 registered investment companies managed by EVM or BMR.

Michael W. Weilheimer 2/11/61	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 25 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 6/19/57	Treasurer	Since 2005	Vice President of EVM and BMR. Officer of 175 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 5/24/60	Secretary	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 175 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2005	Vice President of EVM and BMR. Officer of 175 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(A)		APS Trustee

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Fund’s Annual CEO Certification certifying as to compliance with NYSE’s Corporate Governance Listing Standards was submitted to the Exchange on March 3, 2009. The Fund has also filed its CEO and CFO certifications required by Section 302 of the Sarbanes-Oxley Act with the SEC as an exhibit to its most recent Form N-CSR.

This Page Intentionally Left Blank

Investment Adviser and Administrator of Eaton Vance Credit Opportunities Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Credit Opportunities Fund

Two International Place

Boston, MA 02110


2613-6/09	CE-COFSRC

Item 2. Code of Ethics

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).

Item 4. Principal Accountant Fees and Services
(a) —(d)

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended April 30, 2008 and April 30, 2009 by the Fund’s principal accountant for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during such period.


Fiscal Years Ended	4/30/2008		4/30/2009

Audit Fees	$	74,500	$	72,245

Audit-Related Fees ⁽¹⁾	$	4,120	$	22,250

Tax Fees ⁽²⁾	$	18,560	$	23,060

All Other Fees ⁽³⁾	$	101	$	0


Total	$	97,281	$	117,555


⁽¹⁾		Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of financial statements and are not reported under the category of audit fees and specifically include fees for the performance of certain agreed-upon procedures relating to the registrant’s auction preferred shares.

⁽²⁾		Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation.

⁽³⁾		All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the registrant’s fiscal year ended April 30, 2008 and the fiscal year ended April 30, 2009; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to the Eaton Vance organization for the registrant’s principal accountant for the same time periods, respectively.


Fiscal Years Ended	4/30/2008		4/30/2009

Registrant	$	22,680	$	45,310

Eaton Vance ⁽¹⁾	$	319,338	$	391,481


(1)	The Investment adviser to the registrant, as well as any of its affiliates that provide ongoing services to the registrant, are subsidiaries of Eaton Vance Corp.

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed registrants

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended. William H. Park (Chair), Lynn A. Stout, Heidi L. Steiger and Ralph E. Verni are the members of the registrant’s audit committee.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

The Board of Trustees of the Trust has adopted a proxy voting policy and procedure (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the Fund’s investment adviser and adopted the investment adviser’s proxy voting policies and procedures (the “Policies”) which are described below. The Trustees will review the Fund’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. In the event that a conflict of interest arises between the Fund’s shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund, the investment adviser will generally refrain from

voting the proxies related to the companies giving rise to such conflict until it consults with the Board’s Special Committee except as contemplated under the Fund Policy. The Board’s Special Committee will instruct the investment adviser on the appropriate course of action.

The Policies are designed to promote accountability of a company’s management to its shareholders and to align the interests of management with those shareholders. An independent proxy voting service (“Agent”), currently Institutional Shareholder Services, Inc., has been retained to assist in the voting of proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. The investment adviser will generally vote proxies through the Agent. The Agent is required to vote all proxies and/or refer then back to the investment adviser pursuant to the Policies. It is generally the policy of the investment adviser to vote in accordance with the recommendation of the Agent. The Agent shall refer to the investment adviser proxies relating to mergers and restructurings, and the disposition of assets, termination, liquidation and mergers contained in mutual fund proxies. The investment adviser will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions, except in the case of closed-end management investment companies. The investment adviser generally supports management on social and environmental proposals. The investment adviser may abstain from voting from time to time where it determines that the costs associated with voting a proxy outweighs the benefits derived from exercising the right to vote or the economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant.

In addition, the investment adviser will monitor situations that may result in a conflict of interest between the Fund’s shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund by maintaining a list of significant existing and prospective corporate clients. The investment adviser’s personnel responsible for reviewing and voting proxies on behalf of the Fund will report any proxy received or expected to be received from a company included on that list to the personal of the investment adviser identified in the Policies. If such personnel expects to instruct the Agent to vote such proxies in a manner inconsistent with the guidelines of the Policies or the recommendation of the Agent, the personnel will consult with members of senior management of the investment adviser to determine if a material conflict of interests exists. If it is determined that a material conflict does exist, the investment adviser will seek instruction on how to vote from the Special Committee.

Information on how the Fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the Securities and Exchange Commission’s website at http://www.sec.gov .

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Scott H. Page, Andrew N. Sveen, Payson F. Swaffield, Michael W. Weilheimer and other Eaton Vance Management (“EVM”) investment professionals comprise the investment team responsible for the overall management of the Fund’s investments as well as allocations of the Fund’s assets between common and preferred stocks. Messrs. Page, Sveen, Swaffield, and Weilheimer are the portfolio managers responsible for the day-to-day management of specific segments of the Fund’s investment portfolio.

Mr. Page has been an Eaton Vance portfolio manager since 1996 and is a Vice President of EVM and Boston Management and Research, an Eaton Vance subsidiary (“BMR”). He is head of Eaton Vance’s Bank Loan Investment Group. Mr. Sveen is a Vice President of EVM and BMR and a portfolio manager since 2007. Mr. Swaffield has been an Eaton Vance portfolio manager since 1996 and is a Vice President of EVM and BMR as well as Chief Income Investment Officer. Mr. Weilheimer has been an Eaton Vance portfolio manager since 1996 and is a Vice President of EVM and BMR. He is head of Eaton Vance’s Fixed Income High Yield Group. This information is provided as of the date of filing of this report.

The following tables show, as of the Fund’s most recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.


						Number of
	Number					Accounts		Total Assets of
	of All			Total Assets of		Paying a		Accounts Paying a
	Accounts			All Accounts*		Performance Fee		Performance Fee*
Scott H. Page
Registered Investment Companies		10	⁽¹⁾	$	9,186.0		0	$	0
Other Pooled Investment Vehicles		4		$	2,588.5		4	$	2,588.5
Other Accounts		5		$	4,030.9		0	$	0

Payson F. Swaffield
Registered Investment Companies		3		$	2,902.7		0	$	0
Other Pooled Investment Vehicles		0		$	0		0	$	0
Other Accounts		0		$	0		0	$	0

Andrew N. Sveen
Registered Investment Companies		2		$	884.4		0	$	0
Other Pooled Investment Vehicles		0		$	0		0	$	0
Other Accounts		1		$	216.2		0	$	0

Michael W. Weilheimer ⁽²⁾
Registered Investment Companies		6	⁽¹⁾	$	4,780.5		0	$	0
Other Pooled Investment Vehicles		4		$	614.4		2	$	73.4
Other Accounts		15		$	469.9		0	$	0


*		In millions of dollars.

⁽¹⁾		Numbers provided include an investment company structured as a fund-of-funds which invests in funds in the Eaton Vance complex advised by other portfolio managers.

⁽²⁾		Certain of the funds that Mr. Weilheimer serves as portfolio manager may invest in underlying portfolios that he also serve as portfolio manager.

The following table shows the dollar range of Fund shares beneficially owned by each portfolio manager as of the Fund’s most recent fiscal year end.


	Dollar Range of
	Equity Securities
Portfolio Manager	Owned in the Fund
Scott H. Page	$	10,001-$50,000
Andrew N. Sveen	$	10,001-$50,000
Payson F. Swaffield	$	10,001-$50,000
Michael W. Weilheimer	None

Potential for Conflicts of Interest . It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of a Fund’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he or she advises. In addition, due to differences in the investment strategies or restrictions between a Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser or sub-adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons. EVM and the sub-adviser have adopted several policies and procedures designed to address these potential conflicts including: a code of ethics; and policies which govern the investment adviser or sub-adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.

Compensation Structure for EVM

Compensation of EVM’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock andr restricted shares of EVC’s nonvoting common stock. EVM’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to EVM’s employees. Compensation of EVM’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

Method to Determine Compensation . EVM compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to, the Sharpe Ratio. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is normally evaluated primarily versus peer groups of funds as determined by

Lipper Inc. and/or Morningstar, Inc. When a fund’s peer group as determined by Lipper or Morningstar is deemed by EVM’s management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

EVM seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. EVM participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of EVM and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of EVM’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

No such purchases this period.

Item 10. Submission of Matters to a Vote of Security Holders.

No Material Changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to

the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits


(a)(1)		Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i)		Treasurer’s Section 302 certification.

(a)(2)(ii)		President’s Section 302 certification.

(b)		Combined Section 906 certification.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eaton Vance Credit Opportunities Fund



By:		/s/ Payson F. Swaffield Payson F. Swaffield
		President

Date: June 16, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.